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DECREE No

DECREE No.55-CP OF SEPTEMBER 6, 1995, OF THE GOVERNMENT RATIFYING THE STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM NATIONAL TEXTILE AND GARMENT CORPORATION

THE GOVERNMENT

Pursuant to the Law on Organization of the Government of September 30, 1992;

Proceeding from the Law on State Enterprises of April 20, 1995;

Considering the proposal of the Managing Board of the Vietnam National Textile and Garment Corporation,

DECREES:

Article 1.- To ratify the Statute on the Organization and Operation of the Vietnam National Textile and Garment Corporation issued together with this Decree.

Article 2.- The Minister of Finance, the Minister of Light Industry, the Governor of the State Bank and the concerned Ministers, Heads of the ministerial-level agencies and Heads of the Agencies attached to the Government, shall guide the implementation of this Decree.

Article 3.- This Decree takes effect from the date of signing.

The Ministers, the Heads of the ministerial-level agencies, the Heads of the Agencies attached to the Government, the Presidents of the People's Committees of the provinces and cities directly under the Central Government, the Managing Board and the General Director of the Vietnam National Textile and Garment Corporation, are responsible for the implementation of this Decree.

On behalf of the Government

The Prime Minister

VO VAN KIET

STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM NATIONAL TEXTILE AND GARMENT CORPORATION

(Issued in conjunction with Decree No.55-CP of September 6, 1995, of the Government)

Chapter I

GENERAL PROVISIONS

Article 1.- The Vietnam National Textile and Garment Corporation (hereafter referred to as the Corporation) is a State enterprise, established by decision of the Prime Minister. Its member units include independent-accounting enterprises, dependent-accounting enterprises and non-business units which are closely associated by economic interests, finance, technology, information, training, research, marketing and by operations in the textile and garment industry, with a view to increasing capital accumulation and concentration, specialization and cooperation for production, in implementation of the State-assigned tasks, promotion of the capability and business efficiency of the member units and the Corporation as a whole; and in meeting market demands.

Article 2.- The Corporation has the tasks of undertaking businesses in textile and garment, from investment to production, material supply and product consumption; undertaking import and export of raw and support materials, equipment, accessories, textile and garment products and other commodities related to the textile and garment industry; forming joint ventures and cooperation with economic organizations at home and abroad; conducting research and development of advanced technologies and techniques; organizing training and refresher training for managerial and technical personnel; and conducting other business activities in accordance with the provisions of law and other tasks assigned by the State.

Article 3.- The Corporation has:

1. The status of a juridical person as provided for by Vietnamese law.

2. The Statute on organization and operation, and the management and executive apparatus.

3. The capital and properties, and the responsibility for its debts within the capital under its management;

4. The seal, bank accounts at the State treasury and banks inside and outside the country.

5. The balance of properties and the centralized funds according to the provisions of the Government and the guidance of the Ministry of Finance.

6. The international transaction name as VIETNAM NATIONAL TEXTILE AND GARMENT CORPORATION or VINATEX for short.

The head office of the Corporation is located in Hanoi.

Article 4.- The Corporation is managed by the Managing Board and run by the General Director.

Article 5.- The Corporation is subject to the State management of the Ministry of Light Industry, the other Ministries, the Agencies at ministerial level, the Agencies attached to the Government and the People's Committees of the provinces and cities directly under the Central Government; at the same time, subject to the management of these offices and agencies in their capacity as the bodies to exercise the right of the owner over a State enterprise in accordance with the Law on State Enterprises and other provisions of law.

Article 6.- The organization of the Communist Party of Vietnam in the Corporation shall operate in accordance with the Constitution and the laws of the Socialist Republic of Vietnam and the provisions of the Communist Party of Vietnam.

The Trade Union and other socio-political organizations in the Corporation shall operate according to the Constitution and laws.

Chapter II

RIGHTS AND DUTIES OF THE CORPORATION

Section I. RIGHTS OF THE CORPORATION

Article 7.-

1. The Corporation has the right to manage and use its capital, the land, natural resources and the other resources entrusted to it according to law in order to achieve the targets and fulfill the tasks assigned by the State.

2. The Corporation has the right to re-assign to its member units for management and use of the resources which it has received from the State; and, in case of necessity, to adjust the resources it has assigned to its member units in line with the overall development plan of the entire Corporation.

3. The Corporation is entitled to invest, enter into joint venture, contribute stocks, and buy part or the whole property of other enterprises in accordance with law.

4. The Corporation is entitled to assign, replace, rent, mortgage and pawn property under its management, except for the important equipment and workshops which, by prescription of the Government, must have the permission of the Ministry of Finance, and on the principle of preserving and developing the capital; as regards the land and natural resources (if any) under the management and use of the Corporation, relevant laws shall apply.

Article 8.- The Corporation has the following rights in the organization of management and business:

1. To organize the managerial apparatus and organize business in conformity with the objectives and tasks assigned by the State.

2. To renew technology and equipment in accordance with the development strategy of the Corporation; to import separate and complete equipment in accordance with the provisions of the Government.

3. To set up branches and representative offices of the Corporation in the country and abroad as prescribed by law.

4. To conduct business in such trades and occupations as suiting the objectives and tasks assigned by the State; to broaden the scope of business according to the capabilities of the Corporation and market demand; to conduct other business activities in other trades in accordance with prescriptions of law.

5. To select, exploit and expand its own markets at home and abroad; to guide and divide the market among its member units; to conduct import and export according to prescriptions of the State.

6. To provide guidance for prices or price brackets for export and import of materials, raw and support materials, equipment and spare parts, products and services of the Corporation; to set the price brackets for the import and export of a number of important materials, raw and support materials, equipment and spare parts, products and services. In cases member units have to apply prices which are not within the import and export price brackets set by the Corporation, they must acquire the consent of the General Director.

7. To work out and apply the norms of labor, essential materials, unit price of wage per unit of product within the framework of the norms and unit prices set by the State.

8. To assign responsibilities in the recruitment, hiring, assignment and employment, training of labor, to select the forms of wage and bonus payment, and exercise other rights of the employer as provided for by the Labor Code and other prescriptions of law; to decide the wages and bonuses for the employees on the basis of the unit price of wage per unit price of product, the service expense and operation effectiveness of the Corporation.

9. To invite and receive foreign business partners to work with the Corporation in Vietnam; and send representatives of the Corporation abroad to work, study and survey; for the Chairman of the Managing Board and the General Director to travel abroad, they must get the permission of the Prime Minister. The sending abroad of other members of the Managing Board shall be decided by the Chairman of the Managing Board. The sending abroad of other functionaries of the Corporation shall be decided by the General Director.

Article 9.- The Corporation has the following powers in financial management:

1. To use the capital and the various funds of the Corporation to meet in time the business requirements on the principle of preservation and effectiveness. In case the need arises for use of the capital or fund not in line with their designated purposes, the principle of reimbursement shall apply.

2. To mobilize capital on its own for business activities which shall not lead to a change of the form of ownership; to issue bonds as defined by law; to mortgage the land-use right associated with the property under the management of the Corporation at Vietnamese banks in order to borrow capital for business operation in accordance with the provisions of law.

3. To set up, manage and use the centralized funds and the capital depreciation fund; the levels and rates of contribution to these funds, and the management and use of them according to the prescriptions of the Ministry of Finance.

4. The Corporation may use the remaining profits after fulfilling all obligations to the State, to set up development investment funds and other funds as prescribed in order to distribute to the employees according to the contribution of each to the business results in the year and according to their shares (if any).

5. The Corporation is entitled to the regime of subsidies, price subsidies or other preferential regimes of the State when performing its production or catering in service of national defense and security, prevention and fight against natural calamities, or in service of public interests, or in the supply of products and services in accordance with the prices set by the State which cannot make up for the costs which the Corporation has expended on the production or services.

6. The Corporation is entitled to the investment or reinvestment preferential regime as prescribed by the State.

Article 10.- The Corporation has the right to refuse and denounce all requests for resource supply, which are not stipulated by law, by any individual or organization, except the voluntary contributions for humanitarian purposes and public interest.

Section II: OBLIGATIONS OF THE CORPORATION

Article 11.-

1. The Corporation has the duty to receive and efficiently use, preserve and develop the capital allocated to it by the State (including the capital it invests in other enterprises); receive and efficiently use the natural resources, land and other resources, in order to realize the business targets and other tasks assigned by the State.

2. The Corporation has the obligations:

a) To collect or pay the debts recorded in the balance of property of the Corporation at the time of its establishment;

b) To pay the international credits used by the Corporation under decision of the Government;

c) To pay the credits directly borrowed by the Corporation, or borrowed under trust contract by its member units with guaranty from the Corporation, if these units are unable to pay.

Article 12.- The Corporation has the following obligations in managing its business operations:

1. To register for business and conduct its business in accordance with the registration; to take responsibility before the State for the results of its operations and before the customers and law for its products and services.

2. To work out the development strategy and the five-year and annual plans for the entire Corporation which are to be in line with the State-assigned tasks and market demands.

3. To sign, and organize the implementation of economic contracts with its partners.

4. To ensure the major balances of the State plan on materials for the textile industry.

5. To renew and modernize the technology and mode of management; and to use the income generated by the assignment of property to re-invest, renew the equipment and technology of the Corporation.

6. To exercise the obligations toward the employees in accordance with the provisions of the Labor Code and to ensure their participation in the management of the Corporation.

7. To carry out the regulations of the State with regard to the protection of natural resources, the environment, and national defense and security.

8. To abide by the regime of statistical and accountancy reporting and periodical reporting as prescribed by the State, and also the regime of irregular reporting at the request of the representative of the owner; and take responsibility for the accuracy of the reports.

9. To submit to the control of the representative of the owner; to abide by the regulations concerning the inspection by the financial agency and other authorized State agencies as prescribed by law.

Article 13.-

1. The Corporation has the duty to carry out correctly the regime and other regulations on the management of capital, property, the various funds, book-keeping, cost accounting, audit regime and the other regimes prescribed by the State; and to take responsibility for the accuracy of its financial operations.

2. The Corporation shall annually make public its financial statement and other information so as to help the correct and objective evaluation of the operation of the Corporation as prescribed by the Government.

3. The Corporation shall have to fulfill its obligation of paying taxes and other remittances to the State budget as provided for by law. In case the property mobilized by the Corporation among its member units is recorded in the form of increase or decrease of capital, the Corporation shall be exempted from registration tax; the semi-finished products transferred internally among the member units in order to continue finishing, or the services mutually conducted by member units in service of production as planned by the Corporation, shall be exempted from turnover tax as prescribed by the Ministry of Finance.

Chapter III

THE MANAGING BOARD AND THE CONTROL COMMISSION

Article 14.-

1. The Managing Board performs the function of managing the operations of the Corporation, and takes responsibility for the development of the Corporation in accordance with the tasks assigned by the State.

2. The Board has the following powers and tasks:

a) To receive capital (including debts), land, natural resources and other resources assigned to the Corporation by the State.

b) To examine and approve the plans proposed by the General Director concerning the allocation of capital and other resources to the member units, and the plan for the regulation of capital and other resources among the member units; to control and supervise the realization of these plans.

c) To control and supervise all activities of the Corporation; the utilization, preservation and development of the capital and other assigned resources; the implementation of the resolutions and decisions of the Managing Board and the provisions of law; and the discharge of the obligations to the State.;

d) To adopt the proposals of the General Director to be submitted to the Prime Minister for approval concerning the strategy, planning and plans for long-term development, the five-year plans of the Corporation; decide the annual targets and plan of the Corporation, and report them to the Prime Minister for approval so as for the General Director to assign them to the member units;

e) To organize the evaluation and submit to the authorized agency for approval of the plans for investment, new investment projects and projects of investment in cooperation with foreign parties with the capital managed by the Corporation;

f) To submit to the Prime Minister for approval, and in case of accreditation by the Prime Minister, decide the joint venture projects with foreign countries in accordance with the prescriptions of the Government; to decide the joint venture projects in the country and other economic contracts of large value. To submit to the Prime Minister for decision on investment projects of Group A; to decide the investment projects of Group C; if empowered, to decide a number of investment projects of Group B; to empower the General Director or the Director of a member unit to approve small investment projects.

To ratify the scheme for organizing the management and business operation of the Corporation submitted by the General Director. To propose the establishment, splitting, merger or dissolution of member units as provided for by law.

g) To issue and supervise the implementation of the technical standards, main economic-technical norms and criteria, including the unit price of wage, product standards and trade marks within the Corporation at the proposal of the General Director on the basis of the common regulation of the branch and of the country; to issue the lists and their price brackets of imports and exports of materials, raw and support materials, equipment and spare parts and important products and services to be effective periodically.

h) To work out and submit to the Prime Minister for approval the Statute on the Organization and Operation of the Corporation, and the amendments and supplements to the Statute. To approve the Statutes and the Regulations on the organization and operation of the member units, and the amendments and supplements to these Statutes and Regulations, at the proposal of the General Director. To decide the opening of branches and representative offices of the Corporation in the country and abroad in accordance with the provisions of law.

i) To elaborate the Financial Regulations of the Corporation on the basis of the Model Financial Regulations published by the Ministry of Finance, and submit it to the Ministry of Finance for approval before signing it into effect.

j) To propose the Minister of Light Industry to submit to the Prime Minister to appoint, dismiss, commend or discipline the General Director, in line with the procedure set by the Prime Minister.

To approve the proposal of the General Director for submission to the Minister of Light Industry for appointment, dismissal, commend or discipline of the Deputy General Directors and the Chief Accountant of the Corporation.

To take decision on appointment, dismissal, commend or discipline of the Directors of the member units of the Corporation at the proposal of the General Director.

To decide the overall payroll of the management and executive apparatuses of the Corporation and make amendments when necessary, at the proposal of the General Director;

k) To adopt the plans proposed by the General Director concerning the establishment and utilization of the concentrated funds corresponding with the business and financial plans of the Corporation;

l) To examine the plans for capital mobilization (in all forms), and guarantee the borrowings; and for liquidation of property of the member units, to decide or submit to the Prime Minister for decision, according to the principles set in Item 4, Article 37, of this Statute.

m) To approve the quarterly, bi-annual and annual operational reports of the Corporation, and the annual financial statement (which include the balance of property) of the Corporation and the member units, as submitted by the General Director; and to request the General Director to publicize the annual financial statement as prescribed by the Ministry of Finance;

n) To issue the regulation on the protection of business secrecy, internal economic information and State secrets as prescribed by law, as presented by the General Director, for uniform application throughout the Corporation.

3. The Managing Board comprises seven members to be appointed and dismissed by the Prime Minister. The criteria of the members of the Managing Board are stipulated in Article 32 of the Law on State Enterprises.

4. The Managing Board shall comprises a number of full-time members, including the Chairman of the Board, Vice-Chairmen of the Board, a member who is also the General Director, a member who is also the President of the Control Commission, and three other members who work as full-time or part-time members and who are experts at textile, garment, economics, finance and business administration and have knowledge of law.

5. The Chairman of the Managing Board shall not also serve as the General Director of the Corporation.

6. The term of office of the members of the Managing Board is five years. A member of the Managing Board may be re-appointed. He/she may also be dismissed and replaced in one of the following cases:

a) Breaking law or violating the Statute of the Corporation;

b) He/she has proved to be incapable of assuming the assigned tasks, and is requested to be replaced by at least two thirds of the incumbent members of the Managing Board.

c) He/she asks to resign from the job for plausible reasons.

d) He/she is appointed to assume another task.

7. The Chairman of the Managing Board has the duty to organize the implementation of the tasks and powers of the Board as stipulated in Item 2 of this Article.

8. The work regime of the Managing Board:

a) The Managing Board shall adopt the system of collective work; and meet regularly every quarter to examine and decide questions under its jurisdiction and responsibility. When necessary, it can convene extraordinary meetings to resolve urgent questions of the Corporation at the proposal of the Chairman of the Managing Board, or of the General Director, or the President of the Control Commission, or more than 50% of the members of the Managing Board.

b) The Chairman of the Managing Board shall convene and preside over all the meetings of the Board. When he/she is to be absent for plausible reason, he/she shall empower a Vice-Chairman or a member of the Board to chair the meeting on his/her behalf.

c) The meetings of the Managing Board shall be valid only when at least two thirds of the members are present. The documents to be discussed at the meetings must be sent to all the members of the Board and the invited persons at least five days in advance. The contents and conclusions of the meetings of the Managing Board must be recorded in written minutes to which all the members present at the meetings must affix their signatures. Any resolution or decision of the Managing Board shall be valid only when they receive the approval by vote of more than 50% of the members of the Board. A member of the Board may have his/her own reservation about a resolution or decision.

d) When the Managing Board meets to examine questions related to the development strategy, the planning and the five-year and annual plans, the major investment projects, the projects of joint venture with foreign parties and the annual financial statements, and to issue the systems of economic - technical norms and criteria of the Corporation, it must invite the authorized representatives of the concerned ministries and branches; in case the meeting deals with an important question related to the local administration, it must invite the representative of the People's Committee at the provincial level; in case the issue relates to the interests and obligations of the employees in the Corporation, it must invite a representative of the Trade Union of the branch.

The representatives may speak at the meetings to which they are invited, but shall not take part in the voting; when they discover that the resolutions or decisions of the Managing Board are detrimental to common interests, they may send written petitions to the Managing Board and, at the same time, report the matter to the Heads of the agencies which they represent, so that the matter may be considered and settled properly. In case of necessity, the Heads of these agencies may report the matter to the Prime Minister.

e) The resolutions and decisions of the Managing Board are binding on the whole Corporation. In case the opinion of the General Director differs from the resolution or decision of the Managing Board, the General Director may express his/her own reservation and submit it to the authorized State agency for settlement; but pending such a settlement, he/she still has to abide by the resolution and decision of the Managing Board.

f) The operational expenditures of the Managing Board and the Control Commission, including the wages and allowances for the members of the Managing Board and the Control Commission and for the specialists and assistants, shall be accounted for in the managerial fees of the Corporation. The General Director shall have to assure the necessary conditions and means for the operation of the Managing Board and the Control Commission.

Article 15.- The interests and responsibilities of the members of the Managing Board:

1. The full-time members shall receive their basic wages according to the wage scheme of State employees, and their wages according to the regime of wage distribution in a State enterprise as prescribed by the Government, and shall receive bonuses corresponding to the results of the operations of the Corporation.

The part-time members shall receive responsibility allowances and bonuses as prescribed by the Government.

2. The members of the Managing Board:

a) Under no circumstances shall they place themselves in a position that might compromise their observance of honesty and public-mindedness, or provoke contradictions between the interests of the Corporation and personal interests.

b) Under no circumstances shall they abuse their powers for personal interests, or take any action of usurping the business opportunities of the Corporation or damaging the interests of the Corporation.

c) Under no circumstances shall they take actions beyond the powers of the Managing Board as prescribed in this Statute.

3. The members of the Managing Board who are the Chairman of the Board or General Director of the Corporation, are not allowed to use his/her title to set up a private enterprise, a limited liability company, or a stock company. They shall not hold managerial or executive posts in such economic units. They are also forbidden to entertain economic contract relations with private enterprises, limited liability companies or stock companies in which their spouses, parents or children hold managerial or executive posts.

4. The spouse, parents, children and siblings of the Chairman of the Managing Board and the General Director shall not hold the posts of Chief Accountant and Treasurer at the Corporation and the member units.

5. The members of the Managing Board shall have to take collective responsibility before the Prime Minister and the law for all its resolutions and decisions; in case they fail to accomplish the tasks assigned or violate the Statute of the Corporation, take wrong decision or abuse power to cause damage to the Corporation and the State, they shall have to take responsibility and make material compensations for the damage caused by them as stipulated by law.

Article 16.- Assisting the Managing Board:

1. The Managing Board uses the operational apparatus and the seal of the Corporation to carry out its tasks.

2. The Managing Board is assisted by seven specialists who work on a full-time basis.

3. The Managing Board shall set up the Control Commission to help it in the inspection and supervision of the operational activities of the General Director, the assisting apparatus and the member units of the Corporation in their operational and financial activities, in the implementation of the Statute of the Corporation and the resolutions and decisions of the Managing Board, and in the observance of State law.

Article 17.- The Control Commission:

1. The Control Commission shall comprise five members headed by a member of the Managing Board as assigned by the Board. The four other members are appointed, dismissed, commended or disciplined by the Managing Board; they include a member who is an accountancy specialist, another who is presented by the Congress of workers and employees of the Corporation, another who is recommended by the Minister of Light Industry, and the fourth who is presented by the General Director of the General Department of State Capital and Property Management at Enterprises.

2. A member of the Control Commission must not be a spouse, a parent, a child or sibling of the General Director, the Deputy General Director or the Chief Accountant of the Corporation, and must not cumulate any other responsibility in the executive apparatus of the Corporation, or any other posts in the other enterprises in the same textile and garment business as the Corporation.

3. A member of the Control Commission must:

a) Be a specialist in accountancy, audit, economics and textile and garment technology; and have a knowledge of law;

b) Have at least five years of experience in the above-described specialties;

c) Have no previous criminal record or conviction related to economic activities.

4. The term of office of the members of the Control Commission is five years. They may be re-appointed; and in the process of work, they may be replaced if they fail to accomplish their tasks.

5. The members of the Control Commission shall receive wages and bonuses to be decided by the Managing Board according to the common regime of the State.

Article 18.- Tasks, powers and responsibilities of the Control Commission:

1. To carry out the tasks assigned by the Managing Board in controlling and supervising the executive activities of the General Director, the assisting apparatus and the member units of the Corporation in their financial activities and in their implementation of law, the Statute of the Corporation, and the resolutions and decisions of the Managing Board.

2. To report to the Managing Board periodically every quarter and every year and on specific affairs, concerning the results of its control and supervisory work; to detect and report promptly to the Managing Board any irregular activities and signs of law-breaking violations within the Corporation.

3. Not to disclose the results of control and supervision unless permitted by the Managing Board; to take responsibility before the Managing Board and law for any act of deliberate ignorance or cover-up for the law-breaking acts already detected.

Chapter IV

THE GENERAL DIRECTOR AND THE ASSISTING APPARATUS

Article 19.-

1. The General Director shall be appointed, dismissed, commended and disciplined by the Prime Minister at the proposal of the Managing Board. The General Director is the representative of the juridical person status of the Corporation and takes responsibility before the Managing Board, the Prime Minister and law for directing the operations of the Corporation. The General Director holds the highest executive authority in the Corporation.

2. A Deputy General Director assists the General Director in running one or a number of domains of operation of the Corporation as assigned by the General Director, and takes responsibility before the General Director and law for the tasks assigned by the General Director.

3. The Chief Accountant of the Corporation assists the General Director in directing and organizing the conduct of accountancy and statistical work of the Corporation, and has the powers and tasks prescribed by law.

4. The Office of the Corporation and the professional and specialized sections shall provide consultancy for and assist the Managing Board and the General Director in managing and directing the operations.

Article 20.- The General Director has the following tasks and powers:

1. Together with the Chairman of the Managing Board to sign the reception of the capital (including debts), land, natural resources and other resources allocated by the State for management and utilization according to the objectives and tasks assigned to the Corporation by the State. To assign the resources entrusted by the State to the member units of the Corporation according to the plan already approved by the Managing Board. To recommend to the Managing Board to adjust the capital and other resources when reassigning them to the member units and adjusting them by increasing or decreasing the capital when there is a change in their tasks.

2. To make effective use of, and preserve and develop the capital under the plan already approved by the Managing Board. To work out the plan for capital mobilization, submit it to the Managing Board for approval, and organize the implementation of that plan. To carry out, and direct the Financial Company of the Corporation to carry out, capital mobilization and lending in service of the need for capital of the Corporation and the member units.

3. To work out the development strategy, the long-term and annual plans, the programs of action, the schemes for business protection of the Corporation, the projects for new investment and intensive investment, projects for investment cooperation with foreign countries, projects for joint venture and business cooperation among member units, plans for personnel training and retraining within the Corporation, the measures for realization of economic contracts of large value to submit to the Managing Board for consideration and decision, or for subsequent submission to the authorized State agencies for decision. To organize the realization of the strategy, plans, projects and measures already approved.

4. To run business activities of the Corporation; to carry out the tasks of balancing the plan for procurement of materials for the textile industry as assigned by the State; to take responsibility before the Managing Board, the Prime Minister and law for the business results of the Corporation.

5. To work out and submit to the Managing Board for approval the economic-technical norms, the product criteria, the unit price of wage, the product brands on the basis of the common regulations of the branch and the State; to draft for issuance by the Managing Board the lists and price brackets of imports and exports of production tools, raw and support materials, equipment and accessories and important products and services. To organize the implementation and control of the implementation of these norms, criteria and unit prices within the Corporation.

6. To propose to the Managing Board to submit to the Minister of Light Industry to appoint, dismiss, commend and discipline the Deputy General Directors and the Chief Accountant of the Corporation; to propose to the Managing Board to appoint, dismiss, commend and discipline the Directors of the member units; to appoint, dismiss, commend and discipline the Deputy Directors and Chief Accountants of the member units at the proposal of the Directors of the member units; to appoint, dismiss, commend and discipline the Heads and Deputy Heads of the sections and of the Office of the Corporation.

7. To work out and submit to the Managing Board for approval of the total personnel of the managing apparatus of the Corporation, including the adjustment plans in case of a change in the organization and personnel of the Corporation and the member units; to establish and directly conduct the operation of the assisting apparatus; to control the implementation of the decisions on the personnel of the managing apparatuses of the member units; to submit to the Managing Board for approval of the Statutes and Regulations on organization and operation of the member units as elaborated by their Directors; to approve the plan for establishing, reorganizing and dissolving the dependent units of the member units as proposed by the Directors of the member units.

8. To work out and submit to the Managing Board for approval the Regulations on labor, wages, commendations and discipline to be applied within the Corporation.

9. To organize the running of the Corporation's operation according to the resolutions and decisions of the Managing Board; to report to the Managing Board and the authorized State agencies the results of business operation of the Corporation, including the quarterly, half-yearly and annual reports, the annual financial statement and the balance of property of the Corporation.

The general financial statement must clearly indicate the centralized accounting of the Corporation and the accountings of the independent-accounting member units, and must be approved by the Managing Board.

10. To carry out, and control the member units in their discharge of, the tax obligation and other payments as prescribed by law. To draw up the plan for distribution of the after-tax profits of the Corporation and submit it to the Managing Board for approval in accordance with the regulation of the State.

11. To provide fully all the documents requested by the Managing Board and the Control Commission. To prepare documents for the meetings of the Managing Board.

12. To place him/herself under the control and supervision of the Managing Board, the Control Commission and the authorized State agencies regarding the realization of his/her executive duties.

13. To have the right to apply measures exceeding his/her jurisdiction in cases of emergency (such as natural calamities, enemy sabotage, fires and accidents), and to take responsibility for such decisions; and at the same time, to report immediately to the Managing Board and the authorized State agencies for subsequent solution.

Chapter V

THE COLLECTIVE OF LABORERS IN THE CORPORATION

Article 21.- The Congress of the Workers and Employees of the Corporation is the direct form for the laborers to take part in the management of the Corporation. The Congress has the following rights:

1. To take part in the making of the collective labor bargain for the representative of the collective of laborers to negotiate and sign with the General Director.

2. To discuss and adopt the regulations for the utilization of the funds directly related to the interests of the laborers in the Corporation.

3. To discuss and make suggestions to the planning and plans, the evaluation of the efficiency of business management, to propose measures for labor protection and improvement of the working conditions, the material and spiritual living conditions, and the environmental hygiene, as well as to the training and re-training of laborers in the Corporation.

4. To present candidates to the Managing Board and the Control Commission.

Article 22.- The Congress of the Workers and Employees is organized and operates under the guidance of the Vietnam General Confederation of Labor.

Chapter VI

THE MEMBER UNITS OF THE CORPORATION

Article 23.-

1. The Corporation has its member units which are independent-accounting units, dependent-accounting units and non-business units. The list of the members at the point of the establishment of the Corporation is enclosed in the Appendix to this Statute.

2. The member units of the Corporation have their own seals and are allowed to open their accounts at the State treasury and banks in conformity with their modes of accounting.

3. The member units which are independent- accounting units and dependent-accounting units shall have their own Statutes on Organization and Operation; the non-business units of the Corporation shall have their own Organizational and Operational Regulations. These Statutes and Regulations have to be approved by the Managing Board and conform to law and the Statute of the Corporation.

Article 24.- With regard to the member units which are independent-accounting enterprises:

1. The independent-accounting member enterprise of the Corporation has the right to business and financial autonomy, is bound in interest and duties to the Corporation according to the provisions of this Statute.

2. The Managing Board and the General Director of the Corporation have the following rights over the member units which are independent-accounting enterprises:

a) To empower the enterprise's Director to manage and run its operations in conformity with its Statute as already approved by the Managing Board of the Corporation. The Director shall take responsibility before the Managing Board and the General Director of the Corporation and before law on the activities of the enterprise.

b) To appoint, dismiss, commend and discipline the Director, the Deputy Directors and the Chief Accountant;

c) To approve the plans, inspect the execution of the plans and the financial statements; define the amount to be set aside for reward and welfare funds of the enterprise as prescribed by the Ministry of Finance;

d) To deduct part of the capital depreciation fund and after-tax profit according to the prescription of the Ministry of Finance to set up centralized funds of the Corporation for use in reinvestment and the execution of the investment projects at the member units;

e) To approve the schemes and plans for expanded investment and in-depth investment, joint venture, supplement or retrieval of part of the capital, assignment of stocks under the management of the Corporation and being held by the various member enterprises;

f) To regulate the financial sources, including foreign exchange reserves, among the member units with a view to achieving the highest results in the use of capital at the Corporation, on the basis of ensuring that the total assets of the enterprise from which part of the capital has been withdrawn shall not be lower than the total debts plus the prescribed capital of the enterprise which has been readjusted correspondingly with the tasks or size of this enterprise.

g) To ratify the forms of wage payment, the unit price of wage and the measures to ensure the livelihood and working conditions of the employees of the enterprise;

h) To decide to expand to reduce the scope of business operation of the member enterprises under the overall development strategy of the Corporation.

i) To ratify the Statute on the Organization and Operation of the enterprise, including the assignment of the power to the Director of the enterprise concerning the organization of the managing apparatus; recruitment, commendation, promotion and discipline of the employees; the level of credits (borrowing, lending, buying and selling on delayed payment); buying and selling of assets; buying and selling of stocks of the joint stock companies; buying and selling of invention and innovation patents and technology transfers; taking part in joint venture units and economic associations; and other issues related to the autonomy of a State enterprise as provided for by the Law on State Enterprises;

j) To control the operations of the enterprise and request it to report on the financial situation and the results of its business operations.

Article 25.- The member unit of the Corporation which is an independent-accounting enterprise shall take responsibility for the debts and commitments within the capital managed and used by it. Namely:

1. In the development investment strategy:

a) The enterprise is assigned or accredited to organize the realization of the development investment projects according to the plan of the Corporation. The enterprise shall be allocated with resources by the Corporation to carry out those projects.

b) The enterprise can invest on its own in development projects outside the projects directly managed by the Corporation. In this case, the enterprise shall have to mobilize funds on its own and take financial responsibility for them.

2. In business activities, the enterprise shall draw up and organize the implementation of its own plan on the basis of:

a) Ensuring the norms, targets and objectives as well as the major balances, the main technical and economic norms, unit prices and prices of the enterprise in accordance with the overall plan of the Corporation.

b) The plan of business expansion based on the optimum use of all resources in the possession of the enterprise and mobilized by itself in conformity with the market need.

3. In financial operation and economic accounting:

a) The enterprise shall be assigned capital and other resources which are allocated by the State to the Corporation. The enterprise has the duty to preserve and develop the capital and these resources.

b) The enterprise is entitled to mobilize fund and credit from other sources as prescribed by law in order to carry out its business and development investment plans.

c) The enterprise is entitled to establish its own fund for capital construction investment, the production expansion fund, the reward fund, the welfare fund and the financial reserve fund as prescribed by the Financial Regulations of the Corporation. The enterprise has the duty to contribute to the centralized funds of the Corporation, and is entitled to use them as defined in the Financial Regulations of the Corporation and the decisions of the Managing Board.

d) The enterprise shall have to pay taxes and fulfill other financial obligations (if any) to the State as prescribed by law.

e) The enterprise may be empowered by the Corporation to carry out contracts with customers inside and outside the country, on behalf of the Corporation.

4. In organization, personnel and labor:

a) The enterprise may propose to the Corporation to consider and decide, or it may be empowered by the Corporation, to establish, reorganize or dissolve its dependent units and organize the managing apparatus of the enterprise as defined in the Statute of the Corporation and its own Statute.

b) In the framework of the payroll allowed by the Corporation, the enterprise is entitled to recruit, assign, use or fire employees who work in its managerial and business apparatuses; to appoint, dismiss, commend and discipline the directors of its dependent units and the other equivalent posts in its own managerial apparatus and its dependent units, as assigned by the Corporation.

c) The enterprise has the responsibility to care for the d<%-2>evelopment of its human resource in order to ensure the realization of its development strategy and business tasks; to care for the improvement of the working and living conditions of the employees according to the Labor Code and the Law on Trade Union.

Article 26.-

1. The Financial Company is an independent- accounting member enterprise of the Corporation, operating under the law and the guidance of the Governor of the State Bank, and according to the Statute on Organization and Operation ratified by the Managing Board and under the direction of the General Director of the Corporation.

2. The Financial Company is entrusted with the task of mobilizing and lending capital to meet the needs in capital of the Corporation and the member units through preferential credit loans of the Government, credits of commercial banks and financial institutions inside and outside the country. It can issue bonds and stocks, enterprise bonds, construction project bonds, buy and sell value-bearing papers and vouchers as prescribed by law; and mobilize idle capital among the staffs of the Corporation and at other units in the textile and garment industry.

3. The Financial Company also mobilizes funds for the investment projects of the Corporation, and provide other services as prescribed by the Statute of the Corporation and the Regulation of the Financial Company in the Corporation issued by the State Bank. With regard to major projects, the investors shall directly sign contracts while the Financial Company performs the service function.

4. The units shall use the capital provided by the Financial Company on the principle of borrowing and repaying, and apply the regime of internal interest rate proposed by the Financial Company and ratified by the General Director of the Corporation under the accreditation of the Managing Board.

Article 27.- The members which are dependent-accounting units:

1. They have the right to financial and business autonomy as assigned by the Corporation, and are bound in obligation and interests to the Corporation. The Corporation takes the final responsibility for the financial obligations arisen from the commitments of these units.

2. They are entitled to sign economic contracts, take the initiative in undertaking business, financial, organizational and personnel activities as assigned or empowered by the Corporation. The powers and tasks of the dependent-accounting units are concretized in their Organizational and Operational Statutes.

Article 28.- The non-business units have their own Organizational and Operational Statutes ratified by the Managing Board. They shall adopt the regime of covering expenditures with revenues, are partly supported with funds from non-business and training budgets (if any); are entitled to create their own sources of revenues from the carrying out of services, contracts on scientific research and training for units inside and outside the country; are entitled to the distribution of the reward and welfare funds according to the prescribed regime. In case this distribution is lower than the average of the Corporation, they may be compensated by the reward and welfare funds of the Corporation.

Chapter VII

MANAGEMENT OF THE CAPITAL CONTRIBUTED BY THE CORPORATION AND MEMBER ENTERPRISES TO OTHER ENTERPRISES

Section I. MANAGEMENT OF THE CAPITAL CONTRIBUTED BY THE CORPORATION TO OTHER ENTERPRISES

Article 29.- With regard to the capital contributed by the Corporation to other enterprises, the Managing Board of the Corporation has the following rights and obligations:

1. To adopt the plan for capital contribution worked out by the General Director in order to decide, or submit to the Heads of the concerned State agencies to decide, according to their vested powers as assigned in Point (e), Item 2, Article 14, of this Statute.

2. At the proposal of the General Director, to appoint, dismiss, commend and discipline the person directly managing the capital of the Corporation at the enterprise to which the Corporation has contributed capital.

3. To supervise and control the use of the capital contributed by the Corporation to other enterprises; to take responsibility for the efficiency in the utilization, preservation and development of the capital already contributed and collect profits from the capital contributed by the Corporation to other enterprises.

Article 30.- Rights and obligations of the person directly managing the capital contributed by the Corporation to other enterprises:

1. To hold managerial and executive posts at the enterprise having capital contributed by the Corporation under the Statute of this enterprise;

2. To monitor and supervise the operations of this enterprise;

3. To observe the regime of reporting and take responsibility before the Managing Board of the Corporation for the efficiency in the utilization of the capital contributed by the Corporation to this enterprise.

Section II. MANAGEMENT OF THE CAPITAL CONTRIBUTED BY AN INDEPENDENT- ACCOUNTING MEMBER ENTERPRISE TO OTHER ENTERPRISES

Article 31.- An independent-accounting member enterprise may contribute capital to other enterprises as designated by the Corporation. With regard to the capital contributed by the enterprise to other enterprises, the Director has the following rights and obligations in managing this capital:

1. To work out the program of capital contribution for the General Director to submit to the Managing Board of the Corporation for approval;

2. To appoint, dismiss, commend and discipline the person directly managing the capital that the enterprise has contributed to other enterprises.

3. To supervise and control the use of the capital contributed by the enterprise; to take responsibility for the efficiency in the utilization, preservation and development of the capital already contributed; to collect the profits from the capital contributed by the enterprise to other enterprises.

Article 32.- Rights and obligations of the person directly managing the capital contributed by the enterprise to other enterprises:

1. To assume various managerial and executive posts at the enterprise where his/her enterprise has contributed capital under the Statute of this enterprise;

2. To monitor and supervise the business operations of the enterprise where his/her enterprise has contributed capital;

3. To observe the regime of reporting defined by the Director; to take responsibility before the Managing Board and the General Director of the Corporation and the Director for the efficiency in the utilization of the capital contributed by his/her enterprise to the enterprise where he/she is assigned to assume managerial or executive post.

Section III. JOINT VENTURE ENTERPRISES

Article 33.- The joint venture enterprises that the Corporation or its member enterprise has joined in and taken part in managerial, executive or operational activities shall operate under the Law on Foreign Investment, the Corporate Law and the other concerned laws of Vietnam. The Corporation or its member enterprise shall exercise all rights, obligations and responsibility to these joint ventures in terms of financial operation as prescribed by law and the signed contracts.

Chapter VIII

FINANCE OF THE CORPORATION

Article 34.- The Corporation performs the regime of general accountancy, financial autonomy in business in conformity with the Law on State Enterprises, other provisions of law and the Statute of the Corporation.

Article 35.-

1. The prescribed capital of the Corporation is composed of:

a) The capital assigned by the State at the time of the founding of the Corporation;

b) Additional investment in the Corporation by the State (if any);

c) Deduction from the after-tax profit to supplement the capital as currently prescribed.

d) Other sources (if any).

2. At each increase or decrease of the prescribed capital, the Corporation shall have to adjust promptly its capital in the balance of property, and make public the capital of the Corporation after readjustment.

Article 36.-

1. The Corporation may establish and use centralized funds to ensure high efficiency for the development process of the Corporation.

2. The centralized funds of the Corporation are established according to this Statute, the Financial Regulations of the Corporation and by decision of the Managing Board. They comprise:

a) The development investment fund established from the capital depreciation funds and the deduction of profits of the member units as prescribed by the Ministry of Finance, the profits from the capital contributed by the Corporation to other enterprises, and other sources.

The capital depreciation funds and the profit from reinvestment of the dependent-accounting units are concentrated at the Corporation for investment according to the plan of the Corporation.

If the Corporation mobilizes all the capital depreciation and production development funds of the independent-accounting units, it shall have to observe the principle of borrowing and repayment at the internal interest rate ratified by the General Director with the accreditation of the Managing Board and under the guidance of the Ministry of Finance.

b) The centralized scientific research and training fund for allocation to the units entrusted with the tasks of scientific research, training and retraining in the whole Corporation is formed by the deduction from the production development funds of the member units and the training allocations from the State budget (if any), and other sources, including those collected by the non-business units of the Corporation from the realization of their services and scientific research and training contracts signed with the enterprises and non-business units inside and outside the country.

c) The financial reserve fund, reward fund and welfare fund are founded under the direction of the Ministry of Finance. The concrete level of contributions to the above-mentioned funds and their use are defined in the Financial Regulation of the Corporation.

Article 37.- Financial autonomy of the Corporation:

1. The Corporation operates on the principle of financial autonomy, self-balancing of its revenues and expenditures. It has the responsibility to preserve and develop the various business capital sources of the Corporation, including the capital contributed to other enterprises.

2. It takes responsibility of paying the debts recorded in the property balance of the Corporation and other financial commitments.

3. It controls and supervises the financial operations throughout the Corporation.

4. All credit relations (borrowing, lending, buying and selling of goods with delayed payment, guaranty) between the Corporation and the partners outside the Corporation must comply with the assigned norms for each borrowing as prescribed by the Ministry of Finance.

5. The Corporation shall have to design and register the financial plan and the financial reports and the property balance of the Corporation to the authorized levels, and submit its annual general financial accounts to the Ministry of Finance. The latter shall control and ratify the annual financial accounts of the Corporation.

6. The Corporation shall have to pay the taxes and other remittances prescribed by the current law and according to the Financial Regulation of the Corporation, with the exclusion of the taxes already paid by the member units. It is entitled to use the profits after fulfilling its tax duties to the State in accordance with currently provisions.

7. The profit earned by the Corporation or member units from the capital they contributed to other enterprises shall not be subject to profit tax, if these enterprises have paid profit tax before the dividends are apportioned to the capital contributors.

8. The financial operations of the member units of the Corporation, and the relationship in financial operation between the Corporation and the member units, shall be effected in conformity with this Statute and the Financial Regulation of the Corporation.

9. The material responsibility of the Corporation in its business relations and in civic relations is limited within the total capital of the Corporation made public at the latest point of time.

10. The Corporation has to observe seriously the Ordinance on Accountancy and Statistics and the current regime of accountancy and financial reports for State-owned enterprises.

11. The Corporation is subject to the control and supervision in financial matters and business operations by the authorized State agencies as prescribed by law.

Chapter IX

RELATIONS BETWEEN THE CORPORATION AND THE STATE AGENCIES AND THE LOCAL ADMINISTRATION

Article 38.- Relations with the Government:

1. To observe law and carry out seriously Government regulations related to the Corporation and the State enterprises.

2. To carry out the development plans and strategy of the Corporation in the master plan and strategy of development of the service and territorial development of the State.

3. To observe the regulations on the establishment, splitting, merger and dissolution; the policies on organization and personnel; the financial, credit, tax and profit-collecting regimes; and the regimes on accountancy and statistics.

4. To be subject to the control and inspection regarding the observance of law, undertakings, policies and regimes of the State at the Corporation.

5. To be entitled to make proposals on solutions, mechanisms and managerial policy of the State concerning the Corporation.

6. To be entitled to manage and use capital, properties, land and other resources assigned by the State in order to carry out the business duties and to preserve and develop these resources.

7. To benefit from the regimes of allowances and subsidies and other regimes as provided for by the Government.

Article 39.- Relations with the Ministry of Finance:

1. The Corporation submits to the State management from the Ministry of Finance in the following domains:

a) To abide by the financial, accounting and tax regimes and to organize the accounting apparatus.

b) To submit to the regime of financial audit and internal audit within the Corporation.

2. The Ministry of Finance is the agency assigned by the Government to carry out a number of functions of the owner and control the Corporation in:

a) Determination of the capital, natural resources and other resources assigned by the State to the Corporation for management and use.

b) Inspection of the effective use, preservation and development of the capital and other resources assigned to it during the process of operation reflected in the annual financial statement.

c) Ratification of the annual financial statement of the Corporation.

d) Promulgation of the Model Financial Regulation to be applied to the Corporation, and approval of the Financial Regulations of the Corporation before its Managing Board signs into effect.

3. The Corporation shall submit to the control and inspection in the financial and other domains of the Ministry of Finance.

4. The Corporation is entitled to propose solutions, mechanisms and policies regarding financial and credit domains and other matters related to the Corporation; to propose the Ministry of Finance to ratify its transfer of properties of great value, its investment cooperation with foreign countries and other economic sectors, its above-norm credit relations, its discharge of financial obligations, its distribution of after-tax profits, its liquidation of properties of the Corporation, and its supplementing of the State budgetary capital to the Corporation.

Article 40.- Relations with the Ministry of Light Industry:

1. With its function of State management for economic and technical service, the Ministry of Light Industry shall regulate the Corporation in the following issues:

a) To issue product criteria; technological norms, including imported detached and complete equipment; technical-economic criteria of the service, and directly to inspect and supervise the Corporation in its realization of these criteria and norms.

b) To work out and issue the planning and orientation for technical-economic development of the service, and directly to control the Corporation in its realization of these plans.

c) The Corporation shall have to carry out the above regulations of the Ministry of Light Industry, and may make suggestions to the Ministry regarding the above-mentioned questions.

2. With regard to its task assigned by the State to carry out a number of functions of the owner, the Ministry of Light Industry shall direct the work of the Corporation in these domains:

a) To be in charge and coordinate with the Government Commission on Organization and Personnel to prepare for submission to the Prime Minister to appoint, dismiss, commend and discipline the members of the Managing Board and the General Director of the Corporation.

b) To appoint, dismiss, commend and discipline the Deputy General Directors and the Chief Accountant of the Corporation upon proposals of the Managing Board; to nominate the representative of the Ministry to join in the Control Commission of the Corporation.

c) To take part in the allocation of capital and other resources to the Corporation, to inspect the activities of the Corporation; the Corporation shall have to make reports as prescribed by the State, and other reports at the request of the Ministry of Light Industry;

d) To direct the Corporation in meeting the essential demands in accordance with the State plan;

e) The Corporation shall also submit to the control and supervision by the Ministry of Light Industry within the scope of the other functions of the Ministry as provided for by law.

Article 41.- The other Ministries, the agencies at ministerial level and the agencies attached to the Government, in their capacity as State management agencies, shall influence the work of the Corporation in the following areas:

1. To carry out the technical-economic norms, product criteria, product quality in conformity with the service criteria and related national criteria.

2. To carry out the regulations on environmental protection.

3. To take part in the evaluation of the investment projects according to the strategy and plan for economic-technical development of the service, and according to the planning of economic areas.

4. To carry out the regulations on external relations and import and export.

5. To ensure the realization of the interests and obligations with regard to the laborers as prescribed by law.

6. The Corporation shall submit to the control and supervision of these agencies in the areas according to the functions assigned by law to these agencies.

Article 42.- With regard to the local administrations in their capacity as State management agencies along territorial line, the Corporation shall submit to their State management and observe the administrative regulations and its obligations toward the People's Councils and People's Committees at various levels in accordance with the provisions of law.

Chapter X

REORGANIZATION, DISSOLUTION AND BANKRUPTCY

Article 43.- The reorganization of the Corporation shall be proposed by the Managing Board for consideration and decision by the Prime Minister.

Article 44.- The Corporation shall be dissolved when the Prime Minister sees no need to maintain it. For its dissolution, the Prime Minister shall set up a Dissolution Council. The remaining property of the dissolved Corporation after clearing all the debts due under provisions of law shall belong to the State ownership.

Article 45.- The reorganization, splitting, merger, dissolution and the establishment of new member units of the Corporation shall be proposed by the Managing Board to the Prime Minister for consideration and decision.

Article 46.- When the Corporation and its member units lose their capability of clearing due debts, they shall be dealt with according to the Law on Bankruptcy.

Chapter XI

IMPLEMENTATION PROVISIONS

Article 47.- This Statute applies to the Vietnam National Textile and Garment Corporation. All individuals and member units of the Vietnam National Textile and Garment Corporation are responsible for its implementation.

This Statute takes effect from the date of signing of the promulgation Decree.

Article 48.-

1. Basing themselves on the Law on State Enterprises and this Statute of the Corporation, the member units of the Corporation shall draft their own Statutes or Regulations on their organization and operation for the General Director to submit to the Managing Board for approval. The Statutes and Regulations of the member units must not contradict this Statute.

2. If the need arises to supplement or amend this Statute, the Managing Board shall propose to the Prime Minister for decision. If the member units need to amend or supplement their own Statutes or Regulations on organization and operation, the General Director shall propose to the Managing Board of the Corporation for decision.

Article 49.- In case the documents of the Government, the Ministries, the Agencies at ministerial level, the Agencies attached to the Government, the People's Committees of the provinces and cities directly under the Central Government and the Decisions on the establishment of the member enterprises provide otherwise than the Statute of the Corporation, the Statute of the Corporation shall prevail if the Government so permits.

On behalf of the Government

The Prime Minister

VO VAN KIET

APPENDIX

to the Statute on the Organization and Operation of the Vietnam National Textile and Garment Corporation

A. LIST OF THE MEMBER UNITS OF THE VIETNAM NATIONAL TEXTILE AND GARMENT CORPORATION

(at the time of the establishment of the Corporation)

I. MEMBER UNITS WITH INDEPENDENT ACCOUNTING

1. The Vinh Phu Textile Company,

2. The March 8 Textile Company,

3. The Hanoi Textitle Company,

4. The Hanoi Industrial Fabric Company,

5. The Haiphong Wool Company,

6. The Thang Long Garment Company,

7. The Hung Yen Garment Company,

8. The Garment Company No.10,

9. The Dap Cau Garment Company,

10. The Duc Giang Garment Company,

11. The Ha Dong Wool-Dyeing Company,

12. The Dong Xuan Knitting Company,

13. The Chien Thang Garment Company,

14. The Nam Dinh Textile Company,

15. The Nam Dinh Silk Weaving Company,

16. The Nam Dinh Garment Company,

17. The Hue Textile Company,

18. The Hoa Tho Textile Company,

19. The Nha Trang Textile Company,

20. The Viet Tien Garment Company,

21. The Viet Thang Textile Company,

22. The Thang Loi Textile Company,

23. The Phuoc Long Textile Company,

24. The Vinh Thinh Wool Company,

25. The Binh Loi Wool and Blanket Knitting Company,

26. The Dong Nam Textile Company,

27. The Dong Phuong Knitting Company,

28. The Dong A Textile Company,

29. The Binh Minh Garment Company,

30. The Doc Lap Garment Company,

31. The Nha Be Garment Company,

32. The Hoa Binh Garment Company,

33. The Huu Nghi Garment Company,

34. The Dong Nai Garment Company,

35. The Phuong Dong Garment Company,

36. The Phong Phu Textile Company,

37. The Thanh Cong Gextile Company,

38. The Saigon Textile and Garment Company,

39. The Tra Ly Jute Company,

40. The Nam Dinh Textile Engineering Factory No.1,

41. The Gia Lam Garment Engineering Company,

42. The May 1st Textile Engineering Factory (Hung Yen),

43. The Ho Chi Minh City Textile Engineering Factory No.II,

44. The Financial Company.

II. MEMBER UNITS WITH DEPENDENT ACCOUNTING:

1. The Service and Commerce Company No.1 (North),

2. The Service and Commerce Company No.2 (South)

3. The Corporation Branch in Haiphong City,

4. The Corporation Branch in Danang City,

III. NON-BUSINESS UNITS:

1. The Textile and Garment Economic-Technical Institute,

2. The Institute of Fashion Designs,

3. The Thu Duc Garment Economic-Technical School,

4. The Gia Lam Garment Economic-Technical School,

5. The Nam Dinh Textile Economic-Technical School.

B. JOINT VENTURES WITH CAPITAL CONTRIBUTED BY THE CORPORATION:

1. The Vietnam-Russian Center for Joint Venture Commerce (ROSVIETIMEPEX),

2. The DONABOCHANG Joint Venture.-